Form S-8, Amendment No. 1 to Registration No. 333-17823
As filed with the Securities and Exchange Commission on March 12, 2004
Registration No. 333-17823
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
APPLEBEE'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1461763
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
(Address, including zip code, of Principal Executive Offices)
APPLEBEE'S INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Lloyd L. Hill
Chief Executive Officer
Applebee's International, Inc.
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Name, address and telephone number of agent for service)
Copy to:
James M. Ash, Esq.
Blackwell Sanders Peper Martin LLP
Two Pershing Square
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
(816) 983-8000
This Post-Effective Amendment No. 1 is being filed to reflect, in accordance
with Rule 416(b), that the number of shares of Common Stock, par value $.01 per
share, of the Registrant covered by the Registration Statement is increased from
200,000 to 450,000 as the result of two subsequent 3 for 2 stock splits of the
Company, which increased the number of shares which may be issued under the
Employee Stock Purchase Plan. No filing fee is necessary. The Registration
Statement shall also be deemed to cover any additional shares which may be
issued as the result of a future stock split, stock dividend or other
anti-dilution provision of the Employee Stock Purchase Plan.
INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (the "Post-Effective Amendment No. 1"), filed pursuant to Instruction E of
Form S-8, relates to the Registration Statement on Form S-8 (No. 333-17823) of
Applebee's International, Inc. (the "Registrant" or the "Company") filed by the
Company with the Securities and Exchange Commission on December 13, 1996 (the
"Registration Statement'). Under the Registration Statement, the Registrant
registered 200,000 shares of Common Stock, par value $0.01 (the "Common Stock"),
to be offered and sold in connection with the Registrant's Employee Stock
Purchase Plan (the "Plan"). The contents of the Registrant's Registration
Statement on Form S-8 (No. 333-17823) are incorporated by reference in this
Post-Effective Amendment No. 1.
EXPLANATORY NOTE TO
POST-EFFECTIVE AMENDMENT NO. 1
In May of 2001 and May of 2002, the board of directors of the Registrant
approved a three-for-two stock split of the Company's Common Stock, in the form
of a stock dividend (the "Stock Splits"). The Plan provides for an increase in
the number of shares of Common Stock that may be issued under the Plan in the
event of a stock split, stock dividend or other anti-dilution provision. The
purpose of this Post-Effective Amendment No. 1 is to reflect, in accordance with
Rule 416(b) of the Securities Act of 1933, as amended, the change in the amount
of shares registered under this Registration Statement, on account of the Stock
Splits, from 200,000 to 450,000. The Registration Statement shall also be deemed
to register any additional shares which may be issued under the Plan as a result
of a future stock split or stock dividend or other anti-dilution provision.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8: Exhibits
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the
Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in
Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Overland Park, State of
Kansas, on March 11, 2004.
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Lloyd L. Hill
--------------------------------------
Lloyd L. Hill
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Lloyd L. Hill
----------------------------------- Director, Chairman of the Board and March 11, 2004
Lloyd L. Hill Chief Executive Officer
(Principal Executive Officer)
/s/ Steven K. Lumpkin
----------------------------------- Director, Executive Vice President and March 11, 2004
Steven K. Lumpkin Chief Financial Officer
(Principal Financial Officer)
/s/ Beverly O. Elving
----------------------------------- Vice President, Accounting March 11, 2004
Beverly O. Elving (Principal Accounting Officer)
----------------------------------- Director March __, 2004
Erline Belton
----------------------------------- Director March __, 2004
Douglas R. Conant
*
----------------------------------- Director March 11, 2004
D. Patrick Curran
*
----------------------------------- Director March 11, 2004
Eric L. Hansen
----------------------------------- Director March __, 2004
Mark S. Hansen
*
----------------------------------- Director March 11, 2004
Jack P. Helms
*
----------------------------------- Director March 11, 2004
Burton M. Sack
* By: /s/ Robert T. Steinkamp
-----------------------------
As Attorney-in-fact
Date: March 11, 2004
Index of Exhibits
Exhibit
Number Document
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to
the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in
Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.